RNS Number:4824Q
Neptune-Calculus Income &Growth VCT
19 March 2008
Neptune-Calculus Income and Growth VCT plc
Unaudited preliminary results for the year ended 31 December 2007
Financial highlights
Ordinary C Shares
Shares
Year ended Year ended
31 December 31 December
2007 2007
Return per share (11.1)p (8.9)p
Net asset value per share 98.1p 92.7p
Cumulative dividends paid 6.0p 2.0p
Accumulated shareholder 104.1p 94.7p
value
As at As at
29 February 29 February
2008* 2008*
Unaudited net asset value 94.6p 88.6p
per share+
*being the latest practicable date prior to publication. +including
current year revenue.
Chairman's Statement
I am pleased to report on your Company's activities during the year ended 31
December 2007. It was decided not to seek to raise further funds during 2007 and
thus the year was devoted to making investments in pursuit of the objectives set
down in the original prospectus, which are to achieve long term capital growth
and to generate tax free dividends for shareholders.
Investment performance
In our third year of operations the primary objective was to meet the test of 70
per cent invested in qualifying companies for the Ordinary Share portfolio. I am
pleased to report that this was attained before the deadline of 31 December
2007. The percentage invested at the year end was 75.2 per cent and as at 29
February 2008 it was 73.0 per cent. The combined Ordinary and C Share portfolio
must achieve the 70 per cent test by 31 December 2008 and as at 31 December
2007, 55 per cent of the C Share portfolio was invested in qualifying
investments resulting in 62.3 per cent of the combined portfolio being invested
in qualifying investments. The combined percentage as at 29 February 2008 was
60.3 per cent. The Company has also met the other tests relating to the running
of a VCT. Since the Company's inception, funds awaiting investment in qualifying
companies have been managed by Neptune Investment Management Limited. I am
pleased to confirm that the performance has been satisfactory when measured
against the relevant indices. The amount of funds managed by Neptune has clearly
declined as qualifying investments have been made through the year funded by the
sale of non-qualifying investments. As at 31 December 2007 £5,069,590 was
managed by Neptune for the Ordinary and C Share portfolios.
Our qualifying investments are managed by Calculus Capital Limited. The sale of
our investment in Quintus Group was a highlight and was reported in the Interim
Report. We have seen a strong underlying performance of the companies in the
unquoted portfolio, but much turbulence in the AIM market, particularly during
the second half of the year. In general, the underlying performance of AIM
quoted investee companies has been satisfactory, though the profits warning at
Worthington Nicholls and the collapse of Aquilo were disappointments. A portion
of the Worthington Nicholls holding was sold ahead of the profit warning in a
top slicing exercise which mitigated the overall impact of the fall. Aquilo was
a relatively small holding accounting for just over 1 pence of net asset value
for each class of shares. Our overall exposure to the AIM market is gradually
reducing in percentage terms since increasingly we have been investing in
unquoted companies. Since the year end, Egdon Resources has been demerged into
two separate companies so that we now have separate investments in the on-shore
oil and gas exploration and production business (Egdon Resources) and the gas
storage business (Portland Gas).
The Ordinary Share Fund total income for the period amounted to £133,000 which
was largely derived from dividend and unfranked income on our quoted
investments. The net asset value per Ordinary Share has declined from 113.4
pence at the beginning of the year to 98.1 pence which is primarily due to the
falls in the share prices of AIM quoted companies.
The C Share Fund total income for the period amounted to £279,000 again largely
derived from income from our quoted investments. The net asset value per C Share
has declined from 103.6 pence to 92.7 pence over the year, again largely as a
result of declines in the prices of AIM quoted companies.
An interim dividend of 1 pence per Ordinary Share and 1 pence per C Share was
paid on 26 October 2007. In view of current market conditions, the Directors do
not propose to recommend a final dividend.
Offer for Subscription
We announced in December 2007 a proposal to launch an Offer for Subscription for
both Ordinary and C Shares. I am pleased to report that as at 18 March 2007,
264,797 new Ordinary Shares and 289,961 new C Shares had been allotted under
these Offers.
Outlook
The UK economy is currently experiencing a period of turbulence, prompted by
economic uncertainty and problems in the credit markets. This may be helpful in
providing a flow of investment opportunities at more attractive valuations than
have prevailed for some time as good quality unquoted businesses find access to
capital more difficult. The Company has a good spread of risk across existing
investments. We are currently experiencing good momentum in our unquoted
portfolio. Many of our AIM quoted investments are also displaying resilient
underlying performance but the share prices of these companies are vulnerable to
volatility in the overall AIM market.
Philip Stephens
19 March 2008
Income Statements
for the year
ended 31
December
2007
Ordinary
Share Fund
Year ended Year ended
31 December 2007 31 December 2006
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
(Losses)/ - (421) (421) - 479 479
gains on
investments
at fair
value
Income 133 - 133 139 - 139
Investment (19) (57) (76) (23) (68) (91)
management
fee
Other (55) - (55) (51) - (51)
expenses
Return/ 59 (478) (419) 65 411 476
(deficit) on
ordinary
activities
before
taxation
Taxation on (2) - (2) (3) - (3)
ordinary
activities
Return/
(deficit)
attributable 57 (478) (421) 62 411 473
to equity
shareholders
Return per 1.51p (12.59)p (11.08)p 1.65p 10.82p 12.47p
Ordinary
Share
C Share Fund
Year ended Period ended
31 December 2007 31 December 2006*
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
(Losses)/ - (752) (752) - 778 778
gains on
investments
at fair
value
Income 279 - 279 223 - 223
Investment (38) (115) (153) (34) (103) (137)
management
fee
Other (119) - (119) (102) - (102)
expenses
Return/ 122 (867) (745) 87 675 762
(deficit) on
ordinary
activities
before
taxation
Taxation on (3) - (3) (2) - (2)
ordinary
activities
Return/
(deficit)
attributable 119 (867) (748) 85 675 760
to equity
shareholders
Return per C 1.42p (10.34)p (8.92)p 1.14p 9.10p 10.24p
Share
*The first allotment of C Shares took place on 8 February 2006 and the first C
Share investment was made on 20 April 2006.
Income Statements
for the year ended 31 December 2007
Total
Year ended Year ended
31 December 2007 31 December 2006*
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
(Losses)/gains on investments at (1,173) (1,173) - ,257 1,257
fair value
Income 412 - 412 362 - 362
Investment management fee (57) (172) (229) (57) (171) (228)
Other expenses (174) - (174) (153) - (153)
Return/(deficit) on ordinary
activities before taxation
181 (1,345) (1,164) 152 1,086 1,238
Taxation on ordinary activities (5) - (5) (5) - (5)
Return/(deficit) attributable to 176 (1,345) (1,169) 147 1,086 1,233
equity shareholders
* The first allotment of C Shares took place on 8 February 2006 and the first C
Share investment was made on 20 April 2006.
The total column of this statement is the profit and loss account of the
Company.
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued in the year.
There is no statement of recognised gains and losses as there were no other
gains and losses.
Reconciliations of Movements in Shareholders' Funds
for the year ended 31 December
2007
Ordinary Share Fund
Share Share Special Capital Revenue
capital premium reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
For the year 1 January 2007
to 31 December 2007
1 January 2007 379 21 3,187 681 33 4,301
Net (deficit)/return after - - - (478) 57 (421)
taxation for the year
Dividends paid - - - (103) (56) (159)
31 December 2007 379 21 3,187 100 34 3,721
For the year 1 January 2006
to 31 December 2006
1 January 2006 379 21 3,187 270 1 3,858
Net return after taxation for - - - 411 2 473
the year
Dividends paid - - - - (30) (30)
31 December 2006 379 21 3,187 681 33 4,301
Reconciliations of Movements in Shareholders' Funds
for the year ended 31
December 2007
C Share Fund
Share Share Special Capital Revenue
capital premium reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
For the year 1 January 2007
to 31 December 2007
1 January 2007 839 - 7,097 675 85 8,696
Net (deficit)/return after - - - (867) 119 (748)
taxation for the year
Dividends paid - - - (38) (130) (168)
31 December 2007 839 - 7,097 (230) 74 7,780
For the period 8 February
2006
to 31 December 2006
8 February 2006 - - - - - -
Issue of shares 839 7,554 - - - 8,393
Expenses of share issue - (457) - - - (457)
Transfer to special reserve - (7,097) 7,097 - - -
Net return after taxation - - - 675 85 760
for the period
Dividends paid - - - - - -
31 December 2006 839 - 7,097 675 85 8,696
Reconciliations of Movements in Shareholders' Funds
for the year ended 31 December
2007
Total
Share Share Special Capital Revenue
capital premium reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
For the year 1 January 2007 to
31 December 2007
1 January 2007 1,218 21 10,284 1,356 118 12,997
Net (deficit)/return after - - - (1,345) 176 (1,169)
taxation for the year
Dividends paid - - - (141) (186) (327)
31 December 2007 1,218 21 10,284 (130) 108 11,501
For the year 1 January 2006 to
31 December 2006
1 January 2006 379 21 3,187 270 1 3,858
Issue of shares 839 7,554 - - - 8,393
Expenses of share issue - (457) - - - (457)
Transfer to special reserve - ( 7,097) 7,097 - - -
Net return after taxation for the - - - 1,086 147 1,233
year
Dividends paid - - - - (30) (30)
31 December 2006 1,218 21 10,284 1,356 118 12,997
Balance Sheets
as at 31 December 2007
Ordinary Share Fund
31 December 31 December
2007 2006
£'000 £'000
Fixed Assets
Investments at fair value through 3,659 4,272
profit or loss
Current Assets
Debtors 26 9
Cash at bank 57 59
83 68
Creditors: Amounts falling due within one year
Creditors (20) (39)
Bank overdraft (1) -
(21) (39)
Net Current Assets 62 29
Net Assets 3,721 4,301
Represented by:
CALLED UP SHARE CAPITAL AND RESERVES
Share capital 379 379
Share premium 21 21
Special reserve 3,187 3,187
Capital reserve realised 231 204
Capital reserve unrealised (131) 477
Revenue reserve 34 33
Total equity shareholders' funds 3,721 4,301
Net asset value per Ordinary Share 98.09p 113.37p
Balance Sheets
as at 31 December 2007
C Share Fund
31 December 31 December
2007 2006
£'000 £'000
Fixed Assets
Investments at fair value through profit 7,581 8,707
or loss
Current Assets
Debtors 26 18
Cash at bank 217 160
243 178
Creditors: Amounts falling due within one year
Creditors (44) (189)
Net Current Assets/(Liabilities) 199 (11)
Net Assets 7,780 8,696
Represented by:
CALLED UP SHARE CAPITAL AND RESERVES
Share capital 839 839
Share premium - -
Special reserve 7,097 7,097
Capital reserve realised (82) (88)
Capital reserve unrealised (148) 763
Revenue reserve 74 85
Total equity shareholders' funds 7,780 8,696
Net asset value per C Share 92.69p 103.61p
Balance Sheets
as at 31 December 2007
Total
31 December 31 December
2007 2006
£'000 £'000
Fixed Assets
Investments at fair value through 11,240 12,979
profit or loss
Current Assets
Debtors 52 27
Cash at bank 274 219
326 246
Creditors: Amounts falling due within one year
Creditors (64) (228)
Bank overdraft (1) -
(65) (228)
Net Current Assets 261 18
Net Assets 11,501 12,997
Represented by:
CALLED UP SHARE CAPITAL AND RESERVES
Share capital 1,218 1,218
Share premium 21 21
Special reserve 10,284 10,284
Capital reserve realised 149 116
Capital reserve unrealised (279) 1,240
Revenue reserve 108 118
Total equity shareholders' funds 11,501 12,997
Cash Flow Statements
for the year ended 31 December 2007
Ordinary Share Fund
Year ended Year ended
31 December 31 December
2007 2006
£'000 £'000
Operating activities
Investment income received 110 110
Deposit income received 5 25
Investment management fees paid (94) (118)
Administration fees paid (13) (10)
Other cash payments (38) (57)
Net cash outflow from operating activities (30) (50)
Taxation (2) (3)
Investing activities
Purchase of investments (2,683) (3,140)
Sale of investments 2,875 1,086
Net cash inflow/(outflow) from investing 192 (2,054)
activities
Equity dividends paid (159) (30)
Financing
Costs of share issue (4) (12)
Net cash outflow from financing (4) (12)
Decrease in cash (3) (2,149)
Cash Flow Statements
for the year ended 31 December 2007
C Share Fund
Year ended Period ended
31 December 31 December
2007 2006
£'000 £'000
Operating activities
Investment income received 263 167
Deposit income received 8 43
Investment management fees paid (198) (92)
Administration fees paid (26) (14)
Other cash payments (84) (58)
Net cash (outflow)/inflow from operating (37) 46
activities
Taxation (3) (2)
Investing activities
Purchase of investments (4,033) (8,767)
Sale of investments 4,407 838
Net cash inflow/(outflow) from investing 374 (7,929)
activities
Equity dividends paid (168) -
Financing
Proceeds of share issue - 8,393
Costs of share issue (109) (348)
Net cash (outflow)/inflow from financing (109) 8,045
Increase in cash 57 160
Cash Flow Statements
for the year ended 31 December 2007
Total
Year ended Year ended
31 December 31 December
2007 2006
£'000 £'000
Operating activities
Investment income received 373 277
Deposit income received 13 68
Investment management fees paid (292) (210)
Administration fees paid (39) (24)
Other cash payments (122) (115)
Net cash outflow from operating (67) (4)
activities
Taxation (5) (5)
Investing activities
Purchase of investments (6,716) (11,907)
Sale of investments 7,282 1,924
Net cash inflow/(outflow) from investing 566 (9,983)
activities
Equity dividends paid (327) (30)
Financing
Proceeds of share issue - 8,393
Costs of share issue (113) (360)
Net cash (outflow)/inflow from financing (113) 8,033
Increase/(decrease) in cash 54 (1,989)
1 Preliminary statement of annual results
This preliminary statement is not the Company's statutory accounts. The above
results for the year ended 31 December 2007 have been agreed with the Auditors
and are an abridged version of the Company's full draft accounts which have not
yet been approved, audited or filed with the Registrar of Companies.
The statutory accounts for the year ended 31 December 2006 have been delivered
to the Registrar of Companies and those for the year ended 31 December 2007 will
be dispatched to shareholders shortly. The statutory accounts for the year ended
31 December 2006 received an audit report which was unqualified, did not include
a reference to any matters to which the Auditors drew attention by way of
emphasis without qualifying the report and did not contain statements under
section 237 (2) and (3) of the Companies Act 1985.
2 Accounting Policies
The announcement is prepared on the basis of the accounting policies as stated
in the previous year's financial statements.
3 Income
Ordinary Share Fund
Year ended Year ended
31 December 2007 31 December 2006
£'000 £'000
Income from listed investments
UK dividend income 75 98
Unfranked investment income 16 12
Dividends reinvested 4 -
95 110
Income from unlisted investments
Unfranked investment income 26 4
Interest reinvested 8 -
34 4
Other income
Bank interest 4 25
Total income 133 139
Total income comprises
Dividends 95 110
Interest 38 29
133 139
C Share Fund
Year ended Period ended
31 December 2007 31 December 2006
£'000 £'000
Income from listed investments
UK dividend income 185 129
Unfranked investment income 17 12
Dividends reinvested 22 -
224 141
Income from unlisted investments
Unfranked investment income 33 39
Interest reinvested 15 -
48 39
Other income
Bank interest 7 43
Total income 279 223
Total income comprises
Dividends 224 179
Interest 55 44
279 223
Total
Year ended Year ended
31 December 2007 31 December 2006
£'000 £'000
Income from listed investments
UK dividend income 260 227
Unfranked investment income 33 24
Dividends reinvested 26 -
319 251
Income from unlisted investments
Unfranked investment income 59 43
Interest reinvested 23 -
82 43
Other income
Bank interest 11 68
Total income 412 362
Total income comprises
Dividends 319 289
Interest 93 73
412 362
4 Dividends
Year ended Year ended
31 December 2007 31 December 2006
£'000 £'000
Declared and paid:
2006 Final dividend of 3.2p (2006: nil) 121 -
per eligible Ordinary Share
2006 Final dividend of 1.0p (2006: nil) 84 -
per eligible C Share
2007 Interim dividend of 1.0p (2006: 0.8p) 38 30
per eligible Ordinary Share
2007 Interim dividend of 1.0p (2006: nil) 84 -
per eligible C Share
The Company paid an interim dividend on 26 October 2007 of 1 pence per Ordinary
Share (2006: 0.8p) and an interim dividend of 1 pence per C Share (2006: nil).
No final dividend is proposed in respect of the year ended 31 December 2007
(2006: Ordinary Shares 3.2 pence per share; C Shares 1 pence per share)
5 Return per share
Year ended 31 December 2007 Year ended 31 December 2006
Revenue Capital Total Revenue Capital Total
pence pence pence pence pence pence
Ordinary Share 1.51 (12.59) (11.08) 1.65 10.82 12.47
C Share 1.42 (10.34) (8.92) 1.14 9.10 10.24
Ordinary Shares
Revenue return per Ordinary Share is based on the net revenue on ordinary
activities attributable to the Ordinary Shares of £57,000 (31 December 2006:
£62,000) and on 3,793,562 (31 December 2006: 3,793,562) Ordinary Shares, being
the weighted average number of Ordinary Shares in issue during the year.
Capital return per Ordinary Share is based on the net capital loss for the
period of £478,000 (31 December 2006: gain of £411,000) and on 3,793,562 (31
December 2006: 3,793,562) Ordinary Shares, being the weighted average number of
Ordinary Shares in issue during the year.
Total return per Ordinary Share is based on the total deficit on ordinary
activities attributable to the Ordinary Shares of £421,000 (31 December 2006:
return of £473,000) and on 3,793,562 (31 December 2006: 3,793,562) Ordinary
Shares, being the weighted average number of Ordinary Shares in issue during the
year.
C Shares
Revenue return per C Share is based on the net revenue on ordinary activities
attributable to the C Shares of £119,000 (31 December 2006: £85,000) and on
8,393,209 (31 December 2006: 7,417,605) C Shares, being the weighted average
number of C Shares in issue during the year.
Capital return per C Share is based on the net capital loss for the period of
£867,000 (31 December 2006: gain of £675,000) and on 8,393,209 (31 December
2006: 7,417,605) C Shares, being the weighted average number of C Shares in
issue during the year.
Total return per C Share is based on the total deficit on ordinary activities
attributable to the C Shares of £748,000 (31 December 2006: gain of £760,000)
and on 8,393,209 (31 December 2006: 7,417,605) C Shares, being the weighted
average number of C Shares in issue during the year.
6 Called up share capital
+----------------------------------------+------------------+------------------+
| | 31 December 2007| 31 December 2006|
+----------------------------------------+------------------+------------------+
| | £'000| £'000|
+----------------------------------------+------------------+------------------+
|Authorised: | | |
+----------------------------------------+------------------+------------------+
|50,000,000 Ordinary Shares of 10p each | 5,000| 5,000|
+----------------------------------------+------------------+------------------+
|15,000,000 C Shares of 10p each | 1,500| 1,500|
+----------------------------------------+------------------+------------------+
|Authorised, issued and fully paid: | | |
+----------------------------------------+------------------+------------------+
|3,793,562 Ordinary Shares of 10p each | 379| 379|
+----------------------------------------+------------------+------------------+
|8,393,209 C Shares of 10p each | 839| 839|
+----------------------------------------+------------------+------------------+
The assets attributable to the C shareholders will be managed and accounted for
as a separate investment pool until the date on which the C Shares are converted
into new Ordinary Shares. Dividends on the Ordinary Shares have to be paid out
of the reserves attributable to the Ordinary shareholders and dividends on the C
Shares have to be paid out of the reserves attributable to the C shareholder.
The payment of dividends on each investment pool is subject to the Company as a
whole having sufficient distributable reserves. It is expected that C Shares
will be converted into new Ordinary Shares no later than 30 April 2009. The C
Shares will then convert into Ordinary Shares at a rate reflecting the relative
values of the total net assets attributable to each class of share, so that each
holding of C Shares is converted into a holding of Ordinary Shares with the same
underlying net asset value.
The Ordinary Shares and the C Shares rank pari passu as to rights to attend and
vote at any general meeting of the Company.
7 Net asset value per share
31 December 2007 31 December 2006
pence pence
Ordinary Shares of 10p each 98.09 113.37
C Shares of 10p each 92.69 103.61
The basic net asset value per Ordinary Share is based on net assets (including
current period revenue) of £3,721,000 (31 December 2006: £4,301,000) and on
3,793,562 (31 December 2006: 3,793,562) Ordinary Shares, being the number of
shares in issue at the end of the year.
The basic net asset value per C Share is based on net assets (including current
period revenue) of £7,780,000 (31 December 2006: £8,696,000) and on 8,393,209
(31 December 2006: 8,393,209) C Shares, being the number of shares in issue at
the end of the period.
This information is provided by RNS
The company news service from the London Stock Exchange
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